SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 14, 2003
GOAMERICA, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-29359 22-3693371
- ---------------------------- ---------------------- --------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
433 HACKENSACK AVENUE, HACKENSACK NJ 07601
------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 996-1717
ITEM 5. OTHER EVENTS
GoAmerica, Inc. (the "Company") and/or its wholly owned subsidiary, GoAmerica
Communications Corporation ("GoAmerica Subsidiary"), entered into two
agreements, each dated as of November 14, 2003, with Stellar Continental LLC
("Stellar"), the lessor of the Company's corporate headquarters at 433
Hackensack Avenue and its office at 401 Hackensack Avenue, both located in
Hackensack, New Jersey (collectively, the "Hackensack Offices"). The agreements
consist of a Surrender Agreement and a new Lease Agreement as well as a Warrant
Certificate (collectively, the "Long Term Lease Settlement").
The Long Term Lease Settlement enabled the Company and its GoAmerica Subsidiary
to cure all prior defaults under the previous lease (the "Original Lease", as
described below) and terminated all parties' rights and obligations under the
Original Lease, in exchange for (i) Stellar's right to retain $555,755
previously drawn on the GoAmerica Subsidiary's letter of credit that secured the
Original Lease, (ii) the Company issuing a Warrant to Stellar that allows
Stellar to acquire up to 1 million shares of the Company's Common Stock at an
exercise price of 46 cents per share at any time prior to the close of business
on November 13, 2008, and (iii) the execution of a new lease (the "New Lease")
between the GoAmerica Subsidiary and Stellar for approximately 4,130 square feet
of office space at 433 Hackensack Avenue, Hackensack, New Jersey, on a
month-to-month basis, at Stellar's option for up to 24 months.
The Long Term Lease Settlement relieved the Company's of approximately $8.1
million of future minimum payments on operating lease obligations. The New Lease
provides the Company with significantly reduced monthly rent expenses for its
corporate headquarters while it continues to work on improving its financial
condition. The Long Term Lease Settlement also requires the Company to rent from
Stellar any new office space in New Jersey that the Company requires during the
term of the New Lease, on terms no less favorable than the New Lease.
The Company and its GoAmerica Subsidiary were parties to a lease with Stellar,
dated August 7, 1996, and the five amendments thereto (as amended, the "Original
Lease"), pursuant to which they rented approximately 43,000 square feet at the
Hackensack Offices (of which approximately 10,000 square feet had been sublet
earlier in 2003 at a rate below the Company's rental rate).
The Company continues to negotiate with its other large creditors to reduce
certain of its current and future liabilities, but there can be no assurance
that settlements on terms favorable to the Company will be reached
The documents comprising the Long Term Lease Settlement are filed as exhibits to
this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
4.1 Warrant Certificate, dated as of November 14, 2003, issued to Stellar
Continental LLC.
10.1 Surrender Agreement, dated as of November 14, 2003, by and between
Stellar Continental LLC, GoAmerica, Inc., and GoAmerica Communications
Corp.
10.2 Lease Agreement, dated as of November 14, 2003, by and between Stellar
Continental LLC, Lessor, and GoAmerica Communications Corp., Lessee.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOAMERICA, INC.
By: /s/ Daniel R. Luis
----------------------------
Daniel R. Luis
Chief Executive Officer
Dated: November 24, 2003
2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Warrant Certificate, dated as of November 14, 2003, issued to
Stellar Continental LLC.
10.1 Surrender Agreement, dated as of November 14, 2003, by and
between Stellar Continental LLC, GoAmerica, Inc., and
GoAmerica Communications Corp.
10.2 Lease Agreement, dated as of November 14, 2003, by and between
Stellar Continental LLC, Lessor, and GoAmerica Communications
Corp., Lessee.
3